UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

            [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended June 30, 2005
                                                   -------------

Commission file number 1-2257
                       ------

                             TRANS-LUX CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                                                  13-1394750
-------------------------------                            --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

  110 Richards Avenue, Norwalk, CT                                  06856-5090
----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip code)

                                 (203) 853-4321
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X   No
                                       ---    ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes     No X
                                                ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

  Date                        Class                        Shares Outstanding
--------           ------------------------------------    ------------------
08/12/05           Common Stock - $1.00 Par Value               973,603

08/12/05           Class B Stock - $1.00 Par Value              286,814
                   (Immediately convertible into a like
                   number of shares of Common Stock.)

<PAGE>


                                TRANS-LUX CORPORATION AND SUBSIDIARIES

<TABLE>

                                           Table of Contents


<CAPTIONS>
                                                                                       Page No.
Part I - Financial Information (unaudited)

         <S>      <C>                                                                       <C>
         Item 1.  Consolidated Balance Sheets - June 30, 2005
                  and December 31, 2004 (audited)                                            1

                  Consolidated Statements of Operations - Three and Six
                  Months Ended June 30, 2005 and 2004                                        2

                  Consolidated Statements of Cash Flows - Six Months
                  Ended June 30, 2005 and 2004                                               3

                  Notes to Consolidated Condensed Financial Statements                       4

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 10

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk                15

         Item 4.  Controls and Procedures                                                   16


<CAPTIONS>

Part II - Other Information

         <S>      <C>                                                                       <C>
         Item 4.  Submission of Matters to a Vote of Security Holders                       17

         Item 5.  Other Information                                                         17

         Item 6.  Exhibits                                                                  17

Signatures                                                                                  18

Exhibits

</TABLE>

<PAGE>

                                    PART I - FINANCIAL INFORMATION
                                    ------------------------------

<TABLE>
                                TRANS-LUX CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS
                                              (unaudited)


<CAPTIONS>
                                                                            June 30     December 31
In thousands, except share data                                              2005          2004
---------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                 $11,529        $ 12,398
  Available-for-sale securities                                                 453             388
  Receivables, less allowance of $845 - 2005 and $711 - 2004                  6,190           5,989
  Unbilled receivables                                                          915             585
  Inventories                                                                 6,492           6,565
  Prepaids and other                                                          1,004             534
    Total current assets                                                    -------        --------
                                                                             26,583          26,459
                                                                            -------        --------
Rental equipment                                                             92,819          90,938
  Less accumulated depreciation                                              56,437          52,538
                                                                            -------        --------
                                                                             36,382          38,400
                                                                            -------        --------
Property, plant and equipment                                                38,242          37,747
  Less accumulated depreciation and amortization                              9,550           8,787
                                                                            -------        --------
                                                                             28,692          28,960
Goodwill                                                                      1,004           1,004
Other assets                                                                  6,136           6,291
                                                                            -------        --------
TOTAL ASSETS                                                                $98,797        $101,114
                                                                            =======        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                          $ 1,856           2,413
  Accrued liabilities                                                         8,050           8,536
  Current portion of long-term debt                                           2,126           1,744
                                                                            -------        --------
    Total current liabilities                                                12,032          12,693
                                                                            -------        --------
Long-term debt:
  7 1/2% convertible subordinated notes due 2006                             12,309          12,309
  8 1/4% limited convertible senior subordinated notes due 2012              17,868          17,868
  9 1/2% subordinated debentures due 2012                                     1,057           1,057
  Notes payable                                                              25,407          25,562
                                                                            -------        --------
                                                                             56,641          56,796
Deferred credits, deposits and other                                          2,770           2,776
Deferred income taxes                                                         3,712           4,244
Stockholders' equity:
  Capital stock
  Common - $1 par value -  5,500,000 shares authorized,
    2,453,591 shares issued in 2005 and 2,452,942 shares issued in 2004       2,453           2,453
  Class B  - $1 par value - 1,000,000 shares authorized,
    286,814 shares issued in 2005 and 287,463 shares issued in 2004             287             287
  Additional paid-in-capital                                                 13,901          13,901
  Retained earnings                                                          19,941          20,852
  Accumulated other comprehensive loss                                       (1,100)         (1,050)
                                                                            -------        --------
                                                                             35,482          36,443
  Less treasury stock - at cost - 1,480,045 shares in 2005 and 1,479,714
    shares in 2004 (excludes additional 286,814 shares held in 2005 and
    287,463 shares held in 2004 for conversion of Class B stock)             11,840          11,838
                                                                            -------        --------
    Total stockholders' equity                                               23,642          24,605
                                                                            -------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $98,797        $101,114
                                                                            =======        ========

---------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>

</TABLE>

                                       1
<PAGE>


<TABLE>
                                              TRANS-LUX CORPORATION AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (unaudited)

<CAPTIONS>
                                                                 THREE MONTHS ENDED     SIX MONTHS ENDED
                                                                      JUNE 30                JUNE 30
                                                                 ------------------     -----------------

In thousands, except per share data                                 2005       2004        2005      2004
-----------------------------------------------------------------------------------     -----------------

<S>                                                              <C>        <C>         <C>       <C>
Revenues:
  Equipment rentals and maintenance                              $ 3,830    $ 4,371     $ 7,605   $ 8,619
  Equipment sales                                                  6,299      5,242      11,112    10,102
  Theatre receipts and other                                       3,335      3,499       6,396     6,720
                                                                 -------    -------     -------   -------
    Total revenues                                                13,464     13,112      25,113    25,441
                                                                 -------    -------     -------   -------

Operating expenses:
  Cost of equipment rentals and maintenance                        3,146      3,393       6,191     6,544
  Cost of equipment sales                                          4,221      3,623       7,488     6,878
  Cost of theatre receipts and other                               2,447      2,651       4,647     4,949
                                                                 -------    -------     -------   -------
    Total operating expenses                                       9,814      9,667      18,326    18,371
                                                                 -------    -------     -------   -------

Gross profit from operations                                       3,650      3,445       6,787     7,070
General and administrative expenses                                3,631      3,972       6,621     6,784
Interest income                                                      155         19         201        52
Interest expense                                                  (1,048)      (941)     (2,040)   (1,889)
Gain on sale of assets                                               108      2,536         108     2,536
Other income                                                          27         32          52        44
                                                                 -------    -------     -------   -------
Income (loss) from continuing operations before income taxes,
  income from joint venture and discontinued operation              (739)     1,119      (1,513)    1,029

Provision (benefit) for income taxes                                (249)       515        (511)      534
Income from joint venture                                             89        123         179       255
                                                                 -------    -------     -------   -------

Income (loss) from continuing operations                            (401)       727        (823)      750

Income from discontinued operation, net of income taxes                -        112           -       127
                                                                 -------    -------     -------   -------

Net income (loss)                                                $  (401)   $   839     $  (823)  $   877
                                                                 =======    =======     =======   =======
Earnings (loss) per share continuing operations:
  Basic                                                          $ (0.32)   $  0.58     $ (0.65)  $  0.60
  Diluted                                                        $ (0.32)   $  0.28     $ (0.65)  $  0.40

Earnings per share discontinued operation:
  Basic                                                          $     -    $  0.09     $     -   $  0.10
  Diluted                                                        $     -    $  0.03     $     -   $  0.03

Total earnings (loss) per share:
  Basic                                                          $ (0.32)   $  0.67     $ (0.65)  $  0.70
  Diluted                                                        $ (0.32)   $  0.31     $ (0.65)  $  0.43

Average common shares outstanding:
  Basic                                                            1,261      1,261       1,261     1,261
  Diluted                                                          1,261      4,022       1,261     3,725

Cash dividends per share:
  Common stock                                                   $ 0.035    $ 0.035     $ 0.070   $ 0.070
  Class B stock                                                  $0.0315    $0.0315     $0.0630   $0.0630

---------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>

</TABLE>

                                       2
<PAGE>


<TABLE>
                               TRANS-LUX CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (unaudited)

<CAPTIONS>
                                                                                    SIX MONTHS ENDED
                                                                                        JUNE 30
                                                                                    -----------------
In thousands                                                                        2005         2004
-----------------------------------------------------------------------------------------------------

<S>                                                                              <C>         <C>
Cash flows from operating activities
Net income (loss)                                                                $  (823)    $    877
  Income from discontinued operation                                                   -          127
                                                                                 -------     --------
  Income (loss) from continuing operations                                          (823)         750
Adjustment to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                    4,821        4,845
  Income from joint venture                                                         (179)        (255)
  Deferred income taxes                                                             (524)         780
  Gain on sale of assets                                                            (108)      (2,536)
  Gain on sale of available-for-sale securities                                       (1)         (11)
  Changes in operating assets and liabilities:
    Receivables                                                                     (531)      (1,409)
    Inventories                                                                       73          593
    Prepaids and other assets                                                       (470)        (121)
    Accounts payable and accruals                                                 (1,101)         832
    Deferred credits, deposits and other                                              (6)         383
                                                                                 -------     --------
      Net cash provided by operating activities                                    1,151        3,851
                                                                                 -------     --------
Cash flows from investing activities
Equipment manufactured for rental                                                 (1,881)      (1,964)
Purchases of property, plant and equipment                                          (575)      (1,811)
Purchases of available-for-sale securities                                          (114)        (239)
Proceeds from sale of available-for-sale securities                                   32          100
Proceeds from joint venture                                                          175          150
Proceeds from sale of assets                                                         206        7,112
                                                                                 -------     --------
      Net cash provided by (used in) investing activities                         (2,157)       3,348
                                                                                 -------     --------
Cash flows from financing activities
Proceeds from long-term debt                                                         903       19,481
Payments of long-term debt                                                          (676)     (24,257)
Cash dividends                                                                       (88)         (88)
Purchase of treasury stock                                                            (2)          (1)
                                                                                 -------     --------
      Net cash provided by (used in) financing activities                            137       (4,865)
                                                                                 -------     --------

      Net cash used in discontinued operation                                          -         (529)
                                                                                 -------     --------

Net increase (decrease) in cash and cash equivalents                                (869)       1,805
Cash and cash equivalents at beginning of year                                    12,398       12,022
                                                                                 -------     --------

Cash and cash equivalents at end of period                                       $11,529     $ 13,827
                                                                                 =======     ========

-----------------------------------------------------------------------------------------------------
Interest paid                                                                    $ 1,812     $  1,768
Interest received                                                                    201           63
Income taxes paid (refunded)                                                         164         (167)
-----------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>

</TABLE>

                                       3
<PAGE>


                     TRANS-LUX CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 June 30, 2005
                                  (unaudited)


Note 1 - Basis of Presentation

Financial information included herein is unaudited, however, such information
reflects all adjustments which are, in the opinion of management, necessary for
the fair presentation of the consolidated financial statements for the interim
periods.  The results for the interim periods are not necessarily indicative of
the results to be expected for the full year.  It is suggested that the June 30,
2005 consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.  Certain
reclassifications of prior years' amounts have been made to conform to the
current year's presentation.

The Company records compensation expense for its stock-based employee
compensation plans in accordance with the intrinsic-value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees."  Intrinsic value is the amount by which the market price of the
underlying stock exceeds the exercise price of the stock option or award on the
measurement date, generally the date of grant.  The Company's options are issued
with a strike price equal to the market price of the underlying stock at date of
grant and, accordingly, no compensation cost has been recognized for its stock
option plans.  In December 2004, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123 (revised 2004)").  SFAS 123
(revised 2004) establishes standards that require companies to record the cost
resulting from all share-based payment transactions using the fair value method.
Transition under SFAS 123 (revised 2004) requires using a modified version of
prospective application under which compensation costs are recorded for all
unvested share-based payments outstanding or a modified retrospective method
under which all prior periods impacted by SFAS 123 are restated.  SFAS 123
(revised 2004) is effective, for the Company, as of January 1, 2006, with early
adoption permitted.


                                       4
<PAGE>

<TABLE>

The following table illustrates the effect on net income (loss) and earnings
(loss) per share for the three and six months ended June 30, 2005 and 2004 if
the Company had applied the fair value recognition provisions of SFAS 123 to
stock-based employee compensation:

<CAPTIONS>
                                                    Three months              Six months
                                                    ended June 30            ended June 30
In thousands, except per share data                2005        2004         2005       2004
-------------------------------------------------------------------------------------------
<S>                                              <C>          <C>         <C>         <C>
Net income (loss), as reported                   $ (401)      $ 839       $ (823)     $ 877
Deduct: Total stock-based employee compensation
  expense determined under fair value based
  method for all awards, net of tax                   1           4            7          6
                                                 ------       -----       ------      -----
Pro forma net income (loss)                      $ (402)      $ 835       $ (830)     $ 871
                                                 ======       =====       ======      =====
Earnings (loss) per share:
As reported:
  Basic                                          $(0.32)      $0.67       $(0.65)     $0.70
                                                 ------       -----       ------      -----
  Diluted                                        $(0.32)      $0.31       $(0.65)     $0.43
                                                 ------       -----       ------      -----
Pro forma:
  Basic                                          $(0.32)      $0.66       $(0.66)     $0.69
                                                 ------       -----       ------      -----
  Diluted                                        $(0.32)      $0.31       $(0.66)     $0.43
                                                 ------       -----       ------      -----

</TABLE>

Note 2 - Inventories

<TABLE>
Inventories consist of the following:

<CAPTIONS>
                                     June 30     December 31
In thousands                            2005            2004
------------------------------------------------------------
<S>                                   <C>             <C>
Raw materials and spare parts         $4,466          $4,704
Work-in-progress                       1,388           1,357
Finished goods                           638             504
                                      ------          ------
                                      $6,492          $6,565
                                      ======          ======

</TABLE>

Note 3 - Long-Term Debt

During the six months ended June 30, 2005, long-term debt, including current
portion, decreased $227,000, due to regular scheduled payments of long-term
debt, offset by a $903,000 construction loan to expand the Company's movie
theatre in Dillon, Colorado.

During the fourth quarter of 2004, the Company completed an amendment of its
senior debt, which included a term loan of $10.0 million, a non-revolving line
of credit of up to $6.2 million for the purpose of financing 50% of the
redemption and/or purchase of its outstanding Old Notes on a matching basis and
a revolving loan of up to $5.0 million at variable interest rates ranging from
LIBOR plus 2.25% to Prime plus 0.25% (5.37% and 5.61% at June 30, 2005).  The
term loan, non-revolving line of credit and revolving loan mature on January 1,
2012, January 1, 2007 and January 1, 2008, respectively.  Upon maturity of the
non-revolving line of credit, it is convertible into a converted term loan
maturing January 1, 2012.  At June 30, 2005, both the non-revolving line of
credit and the revolving loan were fully available as none had been drawn.
Subsequent to the second quarter, the Company borrowed $850,000 against its
revolving loan facility to fund the purchase of land in Silver City, New Mexico
for the construction of a new theatre.  The credit agreement requires

                                       5
<PAGE>

an annual facility fee on the unused commitment of 0.25%, and requires
compliance with certain financial covenants, which include a fixed charge
coverage ratio of 1.1 to 1.0, a loan-to-value ratio of not more than 50%, a
leverage ratio of 3.0 to 1.0, maintaining a tangible net worth of not less than
$20.8 million plus 50% of net income and maintaining accounts with an average
monthly compensating balance of not less than $750,000.  At June 30, 2005, the
Company was in compliance with such financial covenants.

On April 14, 2004, the Company successfully completed its offer to exchange
$1,000 principal amount of its new 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 (the "New Notes") for each $1,000 principal amount
of its 7 1/2% Convertible Subordinated Notes due 2006 (the "Old Notes").  The
exchange offer commenced March 2, 2004 and expired on April 14, 2004.  A total
of $17.9 million principal amount of Old Notes were exchanged, leaving $12.3
million principal amount of Old Notes outstanding.  The New Notes provide for a
higher interest rate, have a longer term, are convertible into Common Stock at a
lower conversion price of $9.00 per share until March 1, 2007 and are senior to
the Old Notes and the Company's 9 1/2% Subordinated Debentures due 2012.


Note 4 - Discontinued Operation

On April 28, 2004, the Company completed an agreement to sell the capital stock
of its Australian subsidiary, Trans-Lux Pty Limited ("PTY"), for $1.7 million in
cash, and the operating results were assumed by the buyer effective as of
February 29, 2004.  In accordance with the provisions of SFAS No. 144,
"Accounting For the Impairment or Disposal of Long-lived Assets," the Company
has accounted for PTY as a discontinued operation.  The consolidated financial
statements reflect the assets and liabilities of the discontinued operation and
the operations for the current and prior periods are reported as a discontinued
operation.

<TABLE>
The following table presents the financial results of the discontinued
operation:

<CAPTIONS>
                                      Three months ended    Six months ended
In thousands, except per share data        June 30, 2004       June 30, 2004
----------------------------------------------------------------------------
<S>                                                <C>                 <C>
Revenues                                           $   -               $ 135
Operating expenses                                     -                 126
                                                   -----               -----
Gross profit                                           -                   9
General and administrative expenses                    -                (126)
Foreign currency gain                                  -                 141
Interest income                                        -                   3
Gain on sale of assets                               112                 112
Income tax provision                                   -                 (12)
                                                   -----               -----
Income from discontinued operation                 $ 112               $ 127
                                                   -----               -----
Earnings per share:
  Basic                                            $0.09               $0.10
                                                   -----               -----
  Diluted                                          $0.03               $0.03
                                                   -----               -----

</TABLE>


                                       6
<PAGE>


Note 5 - Reporting Comprehensive Income (Loss)

<TABLE>
Total comprehensive income (loss) for the three and six months ended June 30,
2005 and 2004 is as follows:

<CAPTIONS>
                                                    Three months ended June 30   Six months ended June 30
In thousands                                                   2005       2004           2005        2004
---------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>           <C>          <C>
Net income (loss)                                             $(401)      $839          $(823)       $877
                                                              -----       ----          -----        ----
Other comprehensive income (loss):
 Unrealized foreign currency translation gain (loss)            (24)        90            (40)        106
 Unrealized holding gain (loss) on securities                     7        (38)           (18)        (37)
 Income taxes related to other comprehensive
  income (loss) items                                            (3)        16              7          16
                                                              -----       ----          -----        ----
Total other comprehensive income (loss), net of tax             (20)        68            (51)         85
                                                              -----       ----          -----        ----
Comprehensive income (loss)                                   $(421)      $907          $(874)       $962
                                                              =====       ====          =====        ====

</TABLE>

Note 6 - Business Segment Data

The Company evaluates segment performance and allocates resources based upon
operating income.  The Company's operations are managed in three reportable
business segments.  The Display Division comprises two operating segments,
Indoor display and Outdoor display.  Both design, produce, lease, sell and
service large-scale, multi-color, real-time electronic information displays.
Both operating segments are conducted on a global basis, primarily through
operations in the U.S.  The Company also has operations in Canada.  The Indoor
display and Outdoor display segments are differentiated primarily by the
customers they serve.  The Entertainment/Real Estate segment owns a chain of
motion picture theatres in the western Mountain States.  Segment operating
income is shown after general and administrative expenses directly associated
with the segment and includes the operating results of the joint venture
activities.  Corporate general and administrative items relate to costs that are
not directly identifiable with a segment.  There are no intersegment sales.

<TABLE>
Information about the Company's operations in its three business segments for
the three and six months ended June 30, 2005 and 2004 is as follows:

<CAPTIONS>
                                                Three months ended June 30     Six months ended June 30
In thousands                                        2005              2004         2005            2004
-------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>          <C>             <C>
Revenues:
  Indoor display                                $  3,808          $  4,595     $  7,242        $  8,925
  Outdoor display                                  6,321             5,018       11,475           9,796
  Entertainment/real estate                        3,335             3,499        6,396           6,720
                                                --------          --------     --------        --------
Total revenues                                    13,464            13,112       25,113          25,441
                                                ========          ========     ========        ========
Operating income:
  Indoor display                                     390               645          699           1,536
  Outdoor display                                    416                43          540             157
  Entertainment/real estate                          806               802        1,618           1,746
                                                --------          --------     --------        --------
Total operating income                             1,612             1,490        2,857           3,439
Other income                                         135             2,568          160           2,580
Corporate general and administrative expenses     (1,504)           (1,894)      (2,512)         (2,898)
Interest expense-net                                (893)             (922)      (1,839)         (1,837)
Income tax benefit (provision)                       249              (515)         511            (534)
                                                --------          --------     --------        --------
Income (loss) from continuing operations            (401)              727         (823)            750
                                                --------          --------     --------        --------
Income from discontinued operation, net of tax         -               112            -             127
                                                --------          --------     --------        --------
Net income (loss)                               $   (401)         $    839     $   (823)       $    877
                                                ========          ========     ========        ========

</TABLE>


                                       7
<PAGE>


Note 7 - Components of Net Periodic Pension Cost

In December 2003, the FASB issued SFAS No. 132R, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" ("SFAS 132R").  SFAS 132R revises
the financial statement disclosures required for pension and postretirement
obligations, including new interim disclosures.  As of December 31, 2003, the
benefit service under the pension plan has been frozen and, accordingly, there
is no service cost for the periods ended June 30, 2005 and 2004.

<TABLE>
The following table presents the components of net periodic pension cost:

<CAPTIONS>
                                 Three months ended June 30      Six months ended June 30
In thousands                              2005         2004            2005          2004
-----------------------------------------------------------------------------------------
<S>                                      <C>          <C>             <C>           <C>
Interest cost                            $ 156        $ 152           $ 312         $ 304
Expected return on plan assets            (156)        (148)           (312)         (296)
Amortization of prior service cost           4            5               8            10
Amortization of net actuarial loss          67           61             134           122
                                         -----        -----           -----         -----
Net periodic pension cost                $  71        $  70           $ 142         $ 140
                                         =====        =====           =====         =====
</TABLE>

The Company previously disclosed, in its financial statements for the year ended
December 31, 2004, that it expected to contribute $56,000 to its pension plan in
2005.  The Company has elected to contribute an increased amount of $685,000,
which was contributed in July 2005.


Note 8 - Legal Proceedings and Claims

The Company is subject to legal proceedings and claims, which arise in the
ordinary course of its business.  The Company is not a party to any pending
legal proceedings and claims that it believes will have a material adverse
effect on the consolidated financial position or operations of the Company.


Note 9 - Joint Venture

The Company has a 50% ownership in a joint venture partnership, MetroLux
Theatres ("MetroLux"), accounted for by the equity method.


                                       8
<PAGE>

<TABLE>
The following results of operations summary information relates to MetroLux for
the three and six months ended June 30, 2005 and 2004, and summary balance sheet
information relates to MetroLux as of June 30, 2005 and December 31, 2004:

<CAPTIONS>
                                             Three months ended June 30      Six months ended June 30
In thousands                                   2005                2004        2005              2004
-----------------------------------------------------------------------------------------------------
<S>                                            <C>                 <C>       <C>               <C>
Revenues                                       $848                $931      $1,595            $1,888
Gross profit                                    470                 528         923             1,073
Net income                                      178                 246         358               510
Company's share of partnership net income        89                 123         179               255
                                               ------------------------------------------------------

<CAPTIONS>
                                              June 30       December 31
In thousands                                     2005              2004
-----------------------------------------------------------------------
<S>                                            <C>               <C>
Current assets                                 $  155            $  606
Noncurrent assets                               4,131             3,897
                                               ------            ------
Total assets                                    4,286             4,503
                                               ======            ======

Current liabilities                               503               608
Noncurrent liabilities                          1,516             1,635
                                               ------            ------
Total liabilities                               2,019             2,243
                                               ======            ======
Company's equity in partnership net assets     $1,154            $1,133
                                               ------            ------
</TABLE>

The Company's equity in partnership net assets is reflected in Other assets in
the consolidated balance sheets.

                                       9
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


Overview

Trans-Lux is a full service, worldwide provider of integrated electronic display
solutions for today's communications environments.  Incorporated in 1920,
Trans-Lux specializes in the design, manufacture, installation and service of
large-scale indoor and outdoor LED electronic display systems for applications
in the financial, banking, gaming, corporate, transportation, entertainment and
sports industries.  Trans-Lux offers unique control systems as well as content
through its partnerships with key data suppliers in the markets the Company
serves.  Trans-Lux has display equipment installed at thousands of locations
around the world, including the world's major financial exchanges.  In addition
to its display business, the Company owns and operates a chain of motion picture
theatres in the western Mountain States.  The Company operates in three
reportable segments:  Indoor Display, Outdoor Display and Entertainment/Real
Estate.

The Indoor display segment includes worldwide revenues and related expenses from
the rental, maintenance and sale of indoor displays.  This segment includes the
financial, gaming, government and corporate markets.  The Outdoor display
segment includes worldwide revenues and related expenses from the rental,
maintenance and sale of outdoor displays.  Included in this segment are the
catalog sports, retail and commercial markets.  In addition, on April 28, 2004,
the Company sold its Australian operations, effective as of February 29, 2004.
The Company has accounted for the Australian operations as a discontinued
operation.  Accordingly, the consolidated financial statements reflect the
assets and liabilities of the discontinued operation and the operations for the
current and prior periods are reported as a discontinued operation (see Note 4).
The Entertainment/Real Estate segment includes the operations of the motion
picture theatres in the western Mountain States and income-producing real estate
properties.


Results of Operations

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

Total revenues for the six months ended June 30, 2005 decreased $328,000 or 1.3%
to $25.1 million from $25.4 million for the six months ended June 30, 2004,
principally due to decreases in Indoor display revenues offset by an increase in
Outdoor display sales revenues.

Indoor display revenues decreased $1.7 million or 18.9%.  Of this decrease,
Indoor display equipment sales decreased $828,000 or 26.0%, primarily due to the
timing of recognizing percentage of completion sales, as the June 30, 2005
backlog is approximately $700,000 greater than last year.  Indoor display
equipment rentals and maintenance revenues decreased $855,000 or 14.9%,
primarily due to disconnects and non-renewals of equipment on rental and
maintenance on existing contracts in the financial services market.  The
financial services market continues to be negatively impacted by the current
investment climate, resulting in consolidation within that industry.  Although
the market conditions appear to be improving, installations of new equipment
tend to lag any economic turnaround.


                                      10
<PAGE>

Outdoor display revenues increased $1.7 million or 17.1%.  Of this increase,
Outdoor display equipment sales increased $1.8 million or 26.6%, in both the
commercial business and catalog scoreboard business.  The June 30, 2005 backlog
for both the commercial business and catalog scoreboard business is
approximately $1.5 million greater than last year.  Outdoor display equipment
rentals and maintenance revenues decreased $159,000 or 5.5%, primarily due to
the continued expected revenue decline in the Outdoor display equipment rentals
and maintenance bases previously acquired.

Entertainment/Real Estate revenues decreased $324,000 or 4.8% primarily from a
decrease in overall admissions which follows the industry-wide trend this year.
The Company expanded two of its theatre locations with the opening of two
additional screens to it existing five-plex in Durango, Colorado in April 2004
and two additional screens to its existing six-plex in Dillon, Colorado in
January 2005.

Total operating income for the six months ended June 30, 2005 decreased 16.9% to
$2.9 million from $3.4 million for the six months ended June 30, 2004,
principally due to the reduction in revenues in the Indoor display segment.

Indoor display operating income decreased $837,000 or 54.5%, primarily as a
result of the decrease in revenues in the financial services market.  The cost
of Indoor displays represented 63.8% of related revenues in 2005 compared to
60.3% in 2004.  The cost of Indoor displays as a percentage of related revenues
increased primarily due to the relationship between field service costs of
equipment rentals and maintenance decreasing, and the revenues from Indoor
display equipment rentals and maintenance also decreasing but not at the same
rate.  The Company has been working to restructure its field services operations
and has completed the first phase by centralizing the dispatch and help desk
functions to its Des Moines, Iowa facility.  Field service costs in the first
half of 2005 compared to the first half of 2004 were reduced by approximately
$98,000.  Indoor display cost of equipment sales decreased $652,000 or 41.0%,
primarily due to the decrease in revenues and the volume mix.  Indoor display
cost of equipment rentals and maintenance decreased $109,000 or 2.9%, largely
due to the reduction in the rentals and maintenance bases.  Cost of Indoor
display equipment rentals and maintenance includes field service expenses, plant
repair costs, maintenance and depreciation.  Indoor display general and
administrative expenses decreased $85,000 or 4.2%, due primarily to a decrease
in marketing expenses in the financial services industry.

Outdoor display operating income increased $383,000 to $540,000, primarily as a
result of the increase in equipment sales.  The cost of outdoor displays
represented 78.9% of related revenues in 2005 compared to 82.1% in 2004.  This
change is primarily due to the increase in volume of sales in both the
commercial business and catalog scoreboard business.  Outdoor display cost of
equipment sales increased $1.3 million or 23.9%, principally due to the increase
in volume.  Outdoor display cost of equipment rentals and maintenance decreased
$244,000 or 8.9%, primarily due to a decrease in field service costs.  Cost of
Outdoor display equipment rentals and maintenance includes field service
expenses, plant repair costs, maintenance and depreciation.  Outdoor display
general and administrative expenses increased $278,000 or 17.4%, due to an
increase in marketing expense, an increase in commercial outdoor sales payroll
and travel and an increase in the allowance for uncollectable accounts.


                                      11
<PAGE>

Entertainment/Real Estate operating income decreased $128,000 or 7.3%, primarily
due to a decrease in overall admissions.  The cost of Entertainment/real estate
represented 72.7% of related revenues in 2005 compared to 73.6% in 2004.  Cost
of Entertainment/real estate, which includes film rental costs and depreciation
expense, decreased $302,000 or 6.1%, primarily due to the reduction in revenues.
Entertainment/Real Estate general and administrative expenses increased $30,000
due to increased payroll.

Corporate general and administrative expenses decreased $386,000 or 13.3%, due
to reductions in insurance expense and payroll benefits, despite an increase in
the foreign currency loss compared to the prior year.

Net interest expense was level, although there was an increase in the interest
rates of the variable rate debt but a decrease in long-term debt.  The income
from joint venture relates to the operations of the theatre joint venture,
MetroLux Theatres, in Loveland, Colorado, which decreased $76,000 or 29.8%, due
to a decrease in overall admissions following the industry trend and a
competitive situation in the area.

The effective tax rate for the six months ended June 30, 2005 and 2004 was 38.3%
and 41.0%, respectively.

Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004

Total revenues for the three months ended June 30, 2005 increased 2.7% to $13.5
million from $13.1 million for the three months ended June 30, 2004, principally
due to an increase in Outdoor display sales revenues, offset by decreases in
Indoor display revenues.

Indoor display revenues decreased $787,000 or 17.1%.  Of this decrease, Indoor
display equipment sales decreased $206,000 or 13.2%, primarily due to the timing
of recognizing percentage of completion sales, as the June 30, 2005 backlog is
approximately $700,000 greater than last year.  Indoor display equipment rentals
and maintenance revenues decreased $581,000 or 19.2%, primarily due to
disconnects and non-renewals of equipment on rental and maintenance on existing
contracts in the financial services market.  The financial services market
continues to be negatively impacted by the current investment climate, resulting
in consolidation within that industry.  Although the market conditions appear to
be improving, installations of new equipment tend to lag any economic
turnaround.

Outdoor display revenues increased $1.3 million or 26.0%.  Of this increase,
Outdoor display equipment sales increased $1.3 million or 34.4%, in both the
commercial business and catalog scoreboard business.  The June 30, 2005 backlog
for both the commercial business and catalog scoreboard business is
approximately $1.5 million greater than last year.  Outdoor display equipment
rentals and maintenance revenues increased slightly.

Entertainment/Real Estate revenues decreased $164,000 or 4.7%, primarily from a
decrease in overall admissions which follows the industry-wide trend this year.
The Company expanded two of its theatre locations with the opening of two
additional screens to its existing five-plex in Durango,


                                      12
<PAGE>

Colorado in April 2004 and two additional screens to its existing six-plex in
Dillon, Colorado in January 2005.

Total operating income for the three months ended June 30, 2005 increased 8.1%
to $1.6 million from $1.5 million for the three months ended June 30, 2004,
principally due to the increase in revenues in the Outdoor display segment.

Indoor display operating income decreased $255,000 or 39.5%, primarily as a
result of the decrease in revenues in the financial services market.  The cost
of Indoor displays represented 64.9% of related revenues in 2005 compared to
60.1% in 2004.  The cost of Indoor displays as a percentage of related revenues
increased primarily due to the relationship between field service costs of
equipment rentals and maintenance decreasing, and the revenues from Indoor
display equipment rentals and maintenance also decreasing but not at the same
rate.  The Company continues to strategically address the field service costs
and has completed the first phase by centralizing the dispatch and help desk
functions to its Des Moines, Iowa facility.  Field service costs in the second
quarter of 2005 compared to the second quarter of 2004 were reduced by
approximately $49,000.  Indoor display cost of equipment sales decreased
$250,000 or 30.0%, primarily due to the decrease in revenues and the volume mix.
Indoor display cost of equipment rentals and maintenance decreased $43,000 or
2.2%, largely due to the reduction in the rentals and maintenance bases.  Cost
of Indoor display equipment rentals and maintenance includes field service
expenses, plant repair costs, maintenance and depreciation.  Indoor display
general and administrative expenses decreased $239,000 or 20.1%, due primarily
to a decrease in marketing expenses in the financial services industry.

Outdoor display operating income increased $373,000 to $416,000, primarily as a
result of the increase in equipment sales.  The cost of outdoor displays
represented 77.5% of related revenues in 2005 compared to 84.7% in 2004.  This
change is primarily due to the increase in volume of sales in both the
commercial business and catalog scoreboard business.  Outdoor display cost of
equipment sales increased $849,000 or 30.5%, principally due to the increase in
volume.  Outdoor display cost of equipment rentals and maintenance decreased
$204,000 or 13.9%, primarily due to a decrease in field service costs.  Cost of
Outdoor display equipment rentals and maintenance includes field service
expenses, plant repair costs, maintenance and depreciation.  Outdoor display
general and administrative expenses increased $285,000 or 39.4%, due to an
increase in marketing expense, an increase in commercial outdoor sales payroll
and travel and an increase in the allowance for uncollectable accounts.

Entertainment/Real Estate operating income remained level, with overall
admissions decreasing and costs also decreasing.  The cost of Entertainment/real
estate represented 73.4% of related revenues in 2005 compared to 75.8% in 2004.
Cost of Entertainment/real estate, which includes film rental costs and
depreciation expense, decreased $205,000 or 7.7%, primarily due to the reduction
in revenues.  Entertainment/Real Estate general and administrative expenses also
remained level.

Corporate general and administrative expenses decreased $391,000 or 20.6%, due
to reductions in insurance expense, payroll and benefits.

Net interest expense decreased $29,000, which is primarily attributable to
interest received related to the receivable from the sale/leaseback of a
building in 2004, offset by an increase in the interest rates


                                      13
<PAGE>

of the variable rate debt.  The income from joint venture relates to the
operations of the theatre joint venture, MetroLux Theatres, in Loveland,
Colorado, which decreased $34,000 or 27.6% due to a decrease in overall
admissions following the industry trend and a competitive situation in the area.

The effective tax rate for the three months ended June 30, 2005 and 2004 was
38.3% and 41.0%, respectively.


Liquidity and Capital Resources

The regular quarterly cash dividend for the second quarter of 2005 of $0.035 per
share on the Company's Common Stock and $0.0315 per share on the Company's Class
B Stock was declared by the Board of Directors on May 19, 2005, payable to
stockholders of record as of June 23, 2005, and was paid July 15, 2005.

During the fourth quarter of 2004, the Company completed an amendment of its
senior debt, which included a term loan of $10.0 million, a non-revolving line
of credit of up to $6.2 million for the purpose of financing 50% of the
redemption and/or purchase of its outstanding Old Notes on a matching basis and
a revolving loan of up to $5.0 million at variable interest rates ranging from
LIBOR plus 2.25% to Prime plus 0.25% (5.37% and 5.61% at June 30, 2005).  The
term loan, non- revolving line of credit and revolving loan mature on January 1,
2012, January 1, 2007 and January 1, 2008, respectively.  Upon maturity of the
non-revolving line of credit, it is convertible into a converted term loan
maturing January 1, 2012.  At June 30, 2005, both the non-revolving line of
credit and the revolving loan were fully available as none had been drawn.
Subsequent to the second quarter, the Company borrowed $850,000 against its
revolving loan facility to fund the purchase of land in Silver City, New Mexico
for the construction of a new theatre.  The credit agreement requires an annual
facility fee on the unused commitment of 0.25%, and requires compliance with
certain financial covenants, which include a fixed charge coverage ratio of 1.1
to 1.0, a loan-to-value ratio of not more than 50%, a leverage ratio of 3.0 to
1.0, maintaining a tangible net worth of not less than $20.8 million, plus 50%
of net income and maintaining accounts with an average monthly compensating
balance of not less than $750,000.  At June 30, 2005, the Company was in
compliance with such financial covenants.

During the second quarter of 2004, the Company successfully completed its offer
to exchange $1,000 principal amount of its new 8 1/4% Limited Convertible Senior
Subordinated Notes due 2012 for each $1,000 principal amount of its 7 1/2%
Convertible Subordinated Notes due 2006.  The exchange offer commenced March 2,
2004 and expired on April 14, 2004.  A total of $17.9 million principal amount
of Old Notes were exchanged, leaving $12.3 million principal amount of Old Notes
outstanding.  The New Notes provide for a higher interest rate, have a longer
term, are convertible into Common Stock at a lower conversion price of $9.00 per
share until March 1, 2007 and are senior to the Old Notes and the Company's
9 1/2% Subordinated Debentures due 2012.

Under various agreements, the Company is obligated to make future cash payments
in fixed amounts.  These include payments under the Company's long-term debt
agreements, including the 7 1/2% Convertible Subordinated Notes not exchanged in
the Exchange Offer that mature December 1, 2006, employment and consulting
agreement payments and rent payments required under operating lease agreements.


                                      14
<PAGE>

<TABLE>
The following table summarizes the Company's fixed cash obligations as of June
30, 2005 for the remainder of 2005 and the next four years:

<CAPTIONS>
                           Remainder of
In thousands                       2005      2006      2007       2008      2009
------------                       ----      ----      ----       ----      ----
<S>                              <C>      <C>        <C>        <C>       <C>
Long-term debt                   $1,067   $14,458    $2,090     $4,704    $2,258
Employment and consulting
  agreement obligations             935     1,566     1,588      1,416     1,018
Operating leases                    376       711       584        388       252
                                 ------   -------    ------     ------    ------
Total                            $2,378   $16,735    $4,262     $6,508    $3,528
                                 ======   =======    ======     ======    ======
</TABLE>

Cash and cash equivalents decreased $869,000 for the six months ended June 30,
2005 compared to an increase of $1.8 million in 2004.  The decrease in 2005 is
primarily attributable to investment in equipment for rental, expansion of the
Company's movie theatre in Dillon, Colorado, and scheduled payments of long-term
debt.  This decrease is offset by proceeds received from construction loan
borrowings of $903,000 and cash provided by operating activities of $1.2
million, which is $2.7 million less than the cash provided by operating
activities of $3.9 million for 2004, largely due to the decrease in accounts
payable and accruals.  The increase in 2004 is primarily attributable to cash
provided by operating activities of $3.9 million and proceeds received from
construction loan borrowings, offset by investment in equipment for rental,
expansion of the Company's movie theatre in Durango, Colorado and scheduled
payments of long-term debt.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The Company may, from time to time, provide estimates as to future performance.
These forward-looking statements will be estimates, and may or may not be
realized by the Company.  The Company undertakes no duty to update such
forward-looking statements.  Many factors could cause actual results to differ
from these forward-looking statements, including loss of market share through
competition, introduction of competing products by others, pressure on prices
from competition or purchasers of the Company's products, interest rate and
foreign exchange fluctuations, terrorist acts and war.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to interest rate risk on its long-term debt.  The Company
manages its exposure to changes in interest rates by the use of variable and
fixed interest rate debt.  In addition the Company is exposed to foreign
currency exchange rate risk mainly as a result of investment in its Canadian
subsidiary and previously its Australian subsidiary.  The Company may, from time
to time, enter into derivative contracts to manage its interest risk.  The
Company does not enter into derivatives for trading or speculative purposes.  At
June 30, 2005, the Company did not hold any derivative financial instruments.

A one percentage point change in interest rates would result in an annual
interest expense fluctuation of approximately $263,000.  A 10% change in the
Canadian dollar relative to the U.S. dollar would result in a currency exchange
fluctuation of approximately $210,000, based on dealer quotes, considering
current exchange rates.



                                      15
<PAGE>

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  The Company's President and
Co-Chief Executive Officer, Michael R. Mulcahy, the Company's Executive Vice
President and Co-Chief Executive Officer, Thomas Brandt, and the Company's
Executive Vice President and Chief Financial Officer, Angela D. Toppi, have
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures as of the end of the period covered by this quarterly
report.  Based on this evaluation, our Co-Chief Executive Officers and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are effective to ensure that material information required to be
disclosed by the Company in the reports that are filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.  The disclosure controls and procedures are designed to provide
reasonable assurance that such information is accumulated and communicated to
the Co-Chief Executive Officers and Chief Financial Officer.  The disclosure
controls and procedures include components of our internal controls over
financial reporting.  The Company's Co-Chief Executive Officers' and Chief
Financial Officer's assessment of the effectiveness of the internal controls
over financial reporting is expressed at the level of reasonable assurance
because a control system, no matter how well designed and operated, can provide
only reasonable, but not absolute, assurance that the control system's
objectives will be met.


Changes in Internal Control over Financial Reporting.  There has been no change
in the Company's internal control over financial reporting, that occurred in the
second fiscal quarter, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.


                                      16
<PAGE>


                          Part II - Other Information


Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Trans-Lux Corporation was held on May 19,
2005 for the purpose of electing directors and ratifying the retention of
auditors as set forth below.

<TABLE>
All of management's nominees for directors for a three-year term as listed in
the proxy statement were elected by the following vote:

<CAPTIONS>
                                   For               Withheld
                                   ---               --------
        <S>                        <C>               <C>
        Matthew Brandt             3,617,806         65,981
        Robert B. Greenes          3,617,111         66,676
        Howard S. Modlin           3,617,111         66,676
        Michael R. Mulcahy         3,617,841         65,946

</TABLE>

The following directors are continuing their terms as directors:
        Steven Baruch, One-Year Remaining
        Richard Brandt, Two-Years Remaining
        Thomas Brandt, One-Year Remaining
        Howard M. Brenner, One-Year Remaining
        Jean Firstenberg, Two-Years Remaining
        Gene Jankowski, Two-Years Remaining
        Victor Liss, Two-Years Remaining

<TABLE>
The recommendation to ratify the retention of Eisner LLP as the independent
auditors for the Company was approved by the following vote:

<CAPTIONS>
                                   For               Against          Abstain
                                   ---               -------          -------
<S>                                <C>               <C>              <C>
Totals                             3,633,912         9,762            40,113

</TABLE>


Item 5.  Other Information

During the quarter for which this report on Form 10-Q is filed, the registrant
filed a Form 8-K dated May 13, 2005, containing a press release pertaining to
the financial performance for the first quarter of 2005.


Item 6.  Exhibits

         10.1 Employment Agreement with Al Miller dated as of April 1, 2005,
              filed herewith.

         10.2 Employment Agreement with John Long dated as of April 1, 2005,
              filed herewith.


                                      17
<PAGE>

         31.1 Certification of Michael R. Mulcahy, President and Co-Chief
              Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as
              adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         31.2 Certification of Thomas Brandt, Executive Vice President and
              Co-Chief Executive Officer, pursuant to Rule 13a-14(a) and
              15d-14(a), as adopted pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

         31.3 Certification of Angela D. Toppi, Executive Vice President and
              Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a),
              as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
              2002.

         32.1 Certification of Michael R. Mulcahy, President and Co-Chief
              Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2 Certification of Thomas Brandt, Executive Vice President and
              Co-Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
              as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.

         32.3 Certification of Angela D. Toppi, Executive Vice President and
              Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.












                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                       TRANS-LUX CORPORATION
                                       ---------------------
                                          (Registrant)

Date:  August 15, 2005



                                       by /s/ Angela D. Toppi
                                          ----------------------------
                                          Angela D. Toppi
                                          Executive Vice President and
                                          Chief Financial Officer


                                      18